BANGKOK, April 16, 2024 /PRNewswire/ — GC Treasury Center Company Limited (the “Issuer“), announces three concurrent, but separate, offers to purchase for cash, upon the terms and subject to the conditions and the distribution restrictions set forth in the Tender Offer Memorandum dated 16 April 2024 (the “Tender Offer Memorandum“), any and all of (i) the outstanding U.S.$1,000,000,000 4.40% Senior Unsecured Notes due 2032 (the “2032 Notes“); (ii) the outstanding U.S.$550,000,000 4.30% Senior Unsecured Notes due 2051 (the “2051 Notes“); and the outstanding U.S.$300,000,000 5.20% Senior Unsecured Notes due 2052 (the “2052 Notes“), each issued by the Issuer and irrevocably and unconditionally guaranteed by PTT Global Chemical Public Company Limited (the “Company“), in each case from each registered holder of Notes (each, a “Holder” and, collectively, the “Holders“). The 2032 Notes, 2051 Notes and 2052 Notes are collectively referred to as the “Notes” and each as a “series” of Notes. Each offer to purchase each series of Notes is referred to as a “Tender Offer” and the offers to purchase the Notes as the “Tender Offers.”
Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
** TENDER OFFER CAP **
The Issuer will accept Notes in the order of their respective Acceptance Priority Level (as outlined below), subject to the satisfaction of the Maximum Tender Condition (as defined below). The Issuer’s obligation to complete a Tender Offer with respect to a particular series of Notes is conditioned on the aggregate principal amount of the Notes validly tendered and not validly withdrawn in the Tender Offers (after taking into account Notes of each series accepted for purchase with a higher Acceptance Priority Level) not exceeding U.S.$700.0 million (the “Tender Offer Cap“). The Tender Offer Cap may be increased or reduced at the Issuer’s sole discretion, subject to applicable law and regulation.
** FIXED PRICES AND ACCEPTANCE PRIORITY LEVELS **
Series of Notes / ISINs (RegS;144A) / Outstanding Principal Amount (as of 16 April 2024) / Acceptance Priority Level / Fixed Price
USD 1bn 4.40% 2032 Notes / US36830DAD30; US36830BAD73 / USD 800,000,000 / 1st priority / 91.625%
USD 550m 4.30% 2051 Notes / US36830DAC56; US36830BAC90 / USD 525,163,000 / 2nd priority / 77.500%
USD 300m 5.20% 2052 Notes / US36830DAF87; US36830BAF22 / USD 240,000,000 / 3rd priority / 88.750%
** TENDER CONSIDERATION AND ACCRUED INTEREST **
In addition to the Fixed Price, Holders whose Notes of a given series are accepted for purchase will be paid accrued and unpaid interest on such Notes to, but not including the Settlement Date (such amount, “Accrued Interest” and, together with the Fixed Price, the “Tender Consideration“).
** MAXIMUM TENDER CONDITION **
The Issuer’s obligation to complete a Tender Offer with respect to a particular series of Notes is conditioned on the aggregate principal amount of the Notes validly tendered in the Tender Offers not exceeding the Tender Offer Cap of U.S.$700.0 million, unless waived by the Issuer. Notwithstanding any other provision in the Tender Offer Memorandum to the contrary, if at the Expiration Deadline for a particular Tender Offer, the aggregate principal amount for such series of validly tendered Notes (together with the aggregate principal amount for all validly tendered Notes of each series with a higher Acceptance Priority Level and that are accepted for purchase), is greater than the Tender Offer Cap, then the Issuer will not be obligated to accept for purchase such series of Notes and may terminate the Tender Offer with respect to such series of Notes (the “Maximum Tender Condition“).
If the Maximum Tender Condition is not satisfied with respect to every series of Notes and this condition is not waived by the Issuer, then the Issuer will, in accordance with the acceptance priority levels set forth above (each, an “Acceptance Priority Level“) (with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level), accept for purchase all validly tendered Notes of a given series so long as the aggregate principal amount of all Notes of such series validly tendered and not validly withdrawn, plus the aggregate principal amount for all validly tendered and not validly withdrawn Notes of each series with a higher Acceptance Priority Level does not exceed the Tender Offer Cap, subject to the condition with respect to Non-Covered Notes (as defined below).
If the Maximum Tender Condition is not satisfied for any and all of the Notes of a particular series (such series of Notes, the “Non-Covered Notes“), and this condition is not waived by the Issuer, then:
(i) no Non-Covered Notes will be accepted for purchase, and
(ii) if there is any series of Notes having a lower Acceptance Priority Level than the Non-Covered Notes for which:
(a) the aggregate principal amount of all validly tendered and not validly withdrawn Notes of such series, plus
(b) the aggregate principal amount of all validly tendered and not validly withdrawn Notes of all series having a higher Acceptance Priority Level than such series of Notes, other than the Non-Covered Notes,
does not exceed the Tender Offer Cap, then all Notes of such series having a lower Acceptance Priority Level will be accepted for purchase, until there is no series of Notes with a lower Acceptance Priority Level to be considered for purchase for which the Maximum Tender Condition is met.
It is possible that any series of Notes with any Acceptance Priority Level will fail to meet the Maximum Tender Condition and therefore will not be accepted for purchase even if one or more series with a lower Acceptance Priority Level is accepted for purchase.
** NO PRORATION **
If any series of Notes is accepted for purchase pursuant to the Tender Offers, all validly tendered Notes of that series will be accepted for purchase. No series of Notes will be subject to proration pursuant to the Tender Offers.
** PURPOSE OF THE TENDER OFFERS **
The primary purpose of the Tender Offers is to actively manage the Company’s liabilities, including deleveraging and financing cost reduction, by acquiring the maximum principal amount of Notes not exceeding the Tender Offer Cap.
** PARTICIPATION IN THE OFFERS **
Holders must either validly tender their Notes or deliver a properly completed and duly executed Notice of Guaranteed Delivery and other required documents pursuant to the Guaranteed Delivery Procedures, described in the Tender Offer Memorandum, at or prior to the Expiration Deadline, and Holders who have delivered a Notice of Guaranteed Delivery must tender their Notes at or prior to the Guaranteed Delivery Date specified below, to be eligible to receive the applicable Tender Consideration for such Notes. Notes validly tendered may be withdrawn at or prior to the Withdrawal Date (as specified below).
** INDICATIVE TIMETABLE OF THE TENDER OFFERS ** (all times are New York City time)
Commencement Date: 16 April 2024
Withdrawal Date: 5:00 p.m. on 23 April 2024
Expiration Deadline: 5:00 p.m. on 23 April 2024
Results announcement: as soon as reasonably practicable following the Expiration Deadline; currently expected on 24 April 2024
Guaranteed Delivery Date: 5:00 p.m. on the second Business Day following the Expiration Deadline; currently expected on 25 April 2024
Settlement Date: within three Business Days of the Expiration Deadline; currently expected on or about 26 April 2024
Guaranteed Delivery Settlement Date: expected on the Business Day after the Guaranteed Delivery Date, i.e. on 26 April 2024
** DEALER MANAGER **
BNP Paribas: [email protected]; [email protected]; +65 6210 3322; +44 20 7595 8668
** THE INFORMATION AND TENDER AGENT **
Morrow Sodali Limited: Email: [email protected]; Tender Offer Website: https://projects.morrowsodali.com/pttgc; +852 2319 4130 (Hong Kong); +44 20 4513 6933 (London); +1 203 658 9457 (Stamford)
Questions and requests for assistance in connection with tendering Notes and participating in the Tender Offers and the submission of a tender instruction should be directed to the Information and Tender Agent. Questions and requests for assistance in connection with the Tender Offers should be directed to the Dealer Manager.
** DISCLAIMER **
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO PARTICIPATE IN THE TENDER OFFERS.
THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE TENDER OFFER MEMORANDUM.
NONE OF THE ISSUER, THE DEALER MANAGER OR THE INFORMATION AND TENDER AGENT OR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR AFFILIATES HAS MADE OR WILL MAKE ANY ASSESSMENT OF THE MERITS AND RISKS OF THE TENDER OFFERS OR OF THE IMPACT OF THE TENDER OFFERS ON THE INTERESTS OF HOLDERS EITHER AS A CLASS OR INDIVIDUALS, AND NONE OF THEM MAKES ANY RECOMMENDATION WHETHER HOLDERS SHOULD TENDER NOTES PURSUANT TO THE TENDER OFFERS.
NEITHER THIS ANNOUNCEMENT NOR THE TENDER OFFER MEMORANDUM IS AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL NOTES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO.
SOURCE GC Treasury Center Company Limited
